0001410708-11-000002.txt : 20121009
0001410708-11-000002.hdr.sgml : 20121008
20110222165612
ACCESSION NUMBER: 0001410708-11-000002
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20100731
FILED AS OF DATE: 20110222
DATE AS OF CHANGE: 20120905
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Emo Capital Corp.
CENTRAL INDEX KEY: 0001410708
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0731
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-145884
FILM NUMBER: 11629136
BUSINESS ADDRESS:
STREET 1: 115 HE XIANG ROAD
STREET 2: BAI HE VILLAGE, QING PU
CITY: SHANGHAI
STATE: F4
ZIP: 200000
BUSINESS PHONE: 135 215 03777
MAIL ADDRESS:
STREET 1: 115 HE XIANG ROAD
STREET 2: BAI HE VILLAGE, QING PU
CITY: SHANGHAI
STATE: F4
ZIP: 200000
10-K/A
1
emofromstanrevisedfeb16.txt
1. UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - K/A
(Mark One)
[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Period year ended July 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ___________________
Commission file number: 333-145884
EMO CAPITAL CORP.
----------------------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA N/A
(State or other jurisdiction
of incorporation or organization) (IRS Employer Number)
115 HE XIANG ROAD, BAI HE VILLAGE, QING PU, SHANGHAI, CHINA, 200000
----------------------------------------------------------
(Address of principal executive office)
949-419-6588
----------------------------------
(Issuer's telephone number)
N/A
-----------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act:
Yes o No x
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act:
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act):
Yes x No o
The aggregate market value of Emo Capital's Common Stock owned by
non-affiliates as of October 29, 2010 was $30,000.
Number of shares of each class of Emo Capital's capital stock outstanding as
of February 22, 2011 was: 5,000,000 shares of common stock
Explanatory Note: This amendment is a response to the comment letter sent
by the United States Securities and Exchange Commission on
February 4, 2011.
1
EMO CAPITAL CORP.
FORM 10-K
For the Fiscal Year ended July 31, 2010
Table of Contents
Part I
Item 1. Description of Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a vote of Security Holders
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and the
Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Management's Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Part III
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13. Exhibits and Financial Statements Schedules
Item 14. Principal Accountants Fees and Services
Signatures
2
FORWARD LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR THE "REPORT," ARE
"FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT
ARE NOT LIMITED TO, STATEMENTS ABOUT THE PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS OF EMO CAPITAL CORP., A NEVADA CORPORATION AND OTHER STATEMENTS
CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING
STATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE
"COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY AVAILABLE
STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUAL RESULTS,
PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE
FUTURE RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS
ARE BASED UPON MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND
THE MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE WORDS
"EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK," "ESTIMATE" AND
SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS, BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES. THERE ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE
FORWARD-LOOKING STATEMENTS, INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS
AND INTENTIONS AND OTHER FACTORS.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Emo Capital Corp. was incorporated in the state of Nevada on August 23,
2006. Emo intends to create and develop a new social networking website
which will be an online utility that connects youths in the age groups
between 12-18 who study, and work together. The website will be targeted to
the Chinese speaking market and will initially be advertised to users in
China, Taiwan, and Hong Kong. We expect that we will have a working, beta
stage software by the end of June 2011. We currently have not advanced
beyond the business plan state from our inception until the date of this
filing.We plan to raise initial seed financing through the sale of our
common shares. The initial seed financing will
be put towards designing and writing software, and paying for costs related
to registering the Company's common stock for public sale. We anticipate
that in order for us to begin commercialization of the website, we will need
to raise additional capital. We currently do not have any specific plans to
raise these funds.
PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS
This is the initial stage of our business. As of the date of this filing, we
have not implemented our business plan. Additionally, product features are
based on expectations and are not guaranteed.
Emo intends to create and develop a new social networking website which will
be an online utility that connects youths in the age groups between 12-18
who study, and work together. The website will be targeted to the Chinese
speaking market and will initially be advertised to users in China, Taiwan,
and Hong Kong.
The site will be free to users and will generate revenue from advertising
including banner ads and sponsored groups. Users will be able to create
profiles that often contain photos and lists of personal interests, exchange
private or public messages, and join groups of friends. The viewing of
detailed profile data is restricted to users from the same network or
confirmed friends. Users will also have access to an instant messaging
system, which will be available on each user's profile page that allows
friends to post messages for the user to see. One user's wall is visible to
anyone with the ability to see their full profile, and different users' wall
posts show up in an individual's News Feed. Many users use their friend's
walls for leaving short, temporal notes. More private discourse is saved for
Messages, which are sent to a person's Inbox, and are visible only to the
sender and recipient(s) of the Message, much like email. Users have the
privilege of forming groups. Groups allow users of common interest to come
together to a forum of discussion. Through a keyword search members can find
online forums and share their thoughts. A group features its own wall, a
discussion board, video, and its own image archive.
Initially, our website will support both the English and Chinese languages.
The initial market we plan to introduce our software to is the Chinese
speaking market. The Company chose the Chinese market due to the president's
familiarity with this market and also due to lower labor costs in software
development. We plan to complete the beta phase of the user interface by
June 2011.
COMPETITION
The current market for social networking websites is well developed and
populated with many different sites targeting different niche demographics.
Some of these competitors, such as Myspace or Facebook, are well established
brands with great brand recognition among existing Internet users.
INSURANCE
Currently, we have no insurance coverage.
GOVERNMENT REGULATION
We are currently not subject to any government regulations.
OFFICES
The Company's headquarters and executive offices are located at 115 He Xiang
Road, Bai He Village, Qing Pu District, Shanghai 200000. Our telephone
number is 949-419-6588..
EMPLOYEES
We currently do not have any employees.
SUBSIDIARIES
We do not have any subsidiaries
BANKRUPTCY, RECEIVERSHIP, OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership, or similar proceedings
PATENTS AND TRADEMARKS
We do not have any patents or trademarks
LEGAL PROCEEDINGS
We are not a party to any material legal proceeding, nor is our officer,
director or affiliate' a party adverse to us in any legal proceeding.
ITEM 1A: RISK FACTORS
In addition to the other information in this report and our other filings
with the SEC, you should carefully consider the risks described below. These
risks are not the only ones facing us. Additional risks and uncertainties
not presently known to us or that we currently believe to be immaterial may
also impair our business operations. If any of the following risks occur,
our business, financial condition or operating results could be materially
and adversely affected.
Risks associated with Emo Capital Corp.:
1. OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION. This means we may not
be able to achieve our objectives and may have to suspend or cease
operations. Our auditors have issued a going concern opinion as at October
30, 2010. This means that there is substantial doubt that we can continue as
an ongoing business without additional financing and/or generating profits.
If we are unable to do so, we will have to cease operations and you will
lose your investment.
2. BECAUSE ALL OF OUR ASSETS AND OUR OFFICER AND DIRECTOR IS LOCATED OUTSIDE
THE UNITED STATES OF AMERICA, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE
WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR OUR OFFICER
AND DIRECTOR. All of our assets are located outside of the United States and
we do not currently maintain a permanent place of business within the United
States. In addition, our director and officer is a national and/or resident
of a country other than the United States, and all or a substantial portion
of such persons' assets are located outside the United States. As a result,
it may be difficult for an investor to effect service of process or enforce
within the United States any judgments obtained against us or our officer or
director, including judgments predicated upon the civil liability provisions
of the securities laws of the United States or any state thereof. In
addition, there is uncertainty as to whether the courts of China and other
jurisdictions would recognize or enforce judgments of United States courts
obtained against us or our director and officer predicated upon the civil
liability provisions of the securities laws of the United States or any
state thereof, or be competent to hear original actions brought in China or
other jurisdictions against us or our director and officer predicated upon
the securities laws of the United States or any state thereof.
3. BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO ARE RESPONSIBLE FOR OUR
MANAGERIAL AND ORGANIZATIONAL STRUCTURE, IN THE FUTURE, THERE MAY NOT BE
EFFECTIVE DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS
AND REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS
AGAINST US. We have only one officer and director. He is responsible for our
managerial and organizational structure which will include preparation of
disclosure and accounting controls under the Sarbanes Oxley Act of 2002.
When theses controls are implemented, they will be responsible for the
administration of the controls. Should they not have sufficient experience,
they may be incapable of creating and implementing the controls which may
cause us to be subject to sanctions and fines by the SEC which ultimately
could cause you to lose your investment.
4. BECAUSE OUR SOLE EXECUTIVE OFFICER WILL ONLY BE DEVOTING LIMITED TIME TO
OUR OPERATIONS, OUR OPERATIONS COULD BE SPORADIC WHICH MAY RESULT IN
PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS AND A LACK OF REVENUES
WHICH MAY CAUSE US TO CEASE OPERATIONS. Juanming Fang, our sole executive
officer will only be devoting limited time to our operations. Mr. Fang will
be devoting approximately twenty five hours a week to our operations.
Because Mr. Fang will only be devoting limited time to our operations, our
operations may be sporadic and occur at times which are convenient to Mr.
Fang. As a result, operations may be periodically interrupted or suspended
which could result in a lack of revenues and a possible cessation of
operations.
5. BECAUSE WE DO NOT MAINTAIN ANY INSURANCE, IF A JUDGMENT IS RENDERED
AGAINST US, WE MAY HAVE TO CEASE OPERATIONS. WE DO NOT MAINTAIN ANY
INSURANCE AND DO NOT INTEND TO MAINTAIN INSURANCE IN THE FUTURE. Because we
do not have any insurance, if we are made a party to a lawsuit, we may not
have sufficient funds to defend the litigation. In the event that we do not
defend the litigation or a judgment is rendered against us, we may have to
cease operations.
6. BECAUSE ALL OF OUR ASSETS AND OUR SOLE OFFICER AND DIRECTOR IS LOCATED
OUTSIDE THE UNITED STATES OF AMERICA, IT MAY BE DIFFICULT FOR AN INVESTOR TO
ENFORCE WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR OUR
OFFICER AND DIRECTOR. ALL OF OUR ASSETS ARE LOCATED OUTSIDE OF THE UNITED
STATES. In addition, our director and officer is a national and/or resident
of countries other than the United States, and all or a substantial portion
of such persons' assets are located outside the United States. As a result,
it may be difficult for an investor to effect service of process or enforce
within the United States any judgments obtained against us or our officer or
director, including judgments predicated upon the civil liability provisions
of the securities laws of the United States or any state thereof. In
addition, there is uncertainty as to whether the courts of China or China or
other jurisdictions would recognize or enforce judgments of United States
courts obtained against us or our director and officer predicated upon the
civil liability provisions of the securities laws of the United States or
any state thereof, or be competent to hear original actions brought in China
or other jurisdictions against us, our sole officer and director predicated
upon the securities laws of the United States or any state thereof.
7. IF WE ARE NOT ABLE TO EFFECTIVELY RESPOND TO COMPETITION, OUR BUSINESS
MAY FAIL. THERE ARE MANY SMALL SOFTWARE DEVELOPERS THAT SELL SOFTWARE
PRODUCTS WHICH ARE SIMILAR TO OUR PROPOSED BUSINESS VENTURE. Most of these
competitors have established businesses with a established customer base. We
will attempt to compete against these groups by offering a much higher
quality product compared to our competitors products with a more
customizable product. However, we cannot assure you that such a strategy
will be successful, or that competitors will not copy our business strategy.
Our inability to achieve sales and revenues due to competition will have an
adverse effect on our business operations and financial condition.
8. WE NEED TO RAISE ADDITIONAL INVESTMENT CAPITAL IN THE FUTURE IN ORDER TO
COMMENCE OUR BUSINESS OPERATIONS. IF WE ARE UNABLE TO RAISE THE REQUIRED
INVESTMENT CAPITAL, YOU MAY LOSE ALL OF YOUR INVESTMENT. In the current
economic environment; it is extremely difficult for companies without
profits or revenues, such as us, to raise capital. We currently do not have
a specific plan of how we will obtain such funding; however, we anticipate
that additional funding will be in the form of equity financing from the
sale of our common stock. In the event we are not successful in selling our
common stock, we may also seek to obtain short-term loans from our director,
although no such arrangement has been made. At this time, we cannot provide
investors with any assurance that we will be able to raise sufficient
funding from the sale of our common stock or through a loan from our
director to meet our initial capital requirement needs. If we are unable to
raise the required financing, we will be unable to proceed with our business
plan and you may lose your entire investment.
9. BECAUSE OUR ARTICLES OF INCORPORATION AUTHORIZE THE ISSUANCE OF
75,000,000 SHARES OF COMMON STOCK, AN INVESTOR FACES THE RISK OF HAVING
THEIR PERCENTAGE OWNERSHIP DILUTED IN THE FUTURE. WE ANTICIPATE THAT ANY
ADDITIONAL FUNDING WILL BE IN THE FORM OF EQUITY FINANCING FROM THE SALE OF
OUR COMMON STOCK. In the future, if we do sell more common stock, your
investment could be subject to dilution. Dilution is the difference between
what you pay for your stock and the net tangible book value per share
immediately after the additional shares are sold by us. These shares may
also be issued without security holder approval and, if issued, may be
granted voting powers, rights, and preferences that differ from and may be
superior to those of the registered shares.
ITEM 1B: UURESOLVED STAFF COMMENTS
None
ITEM 2: DESCRIPTION OF PROPERTY
The Company's headquarters and executive offices are located at 115 He Xiang
Road, Bai He Village, Qing Pu District, Shanghai 200000. Our telephone
number is 949-419-6588.
ITEM 3: LEGAL PROCEEDINGS
There are no existing, pending or threatened legal proceedings involving Emo
Capital Corp., or against any of our officers or directors as a result of
their involvement with the Company.
As of July 31, 2010, the Company does not retain a legal counsel.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fiscal period ended July 31, 2010.
PART II
ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
The Company's Common stock is presently listed on the OTC Bulletin Board
under the symbol "EMOE". Our common stock has been listed on the OTC
Bulletin Board since September 2008. There is currently no active trading in
our common stock and there has been no active trading since our common stock
has been listed on the OTC Bulletin Board.
As of July 31, 2010, there were approximately 31 stockholders of record of
the Company's Common Stock.
The Company has not paid any cash dividends to date,
and it has no intention of paying any cash dividends
on its common stock in the foreseeable future. The
declaration and payment of dividends is subject to
the discretion of its Board of Directors. The timing,
amount and form of dividends, if any, will depend on,
among other things, results of operations, financial
condition, cash requirements and other factors deemed
relevant by the Board of Directors.
There are no outstanding options or warrants or
convertible securities to purchase our common equity.
The Company has never issued securities under and
does not have any equity compensation plan.
ITEM 6: SELECTED FINANCIAL DATA
As of AS OF AS OF AS OF
July 31, 2010 JULY 31, 2009 JULY 31, 2008 JULY 31, 2007
BALANCE SHEET
Total Assets $41 $60 $7,636 $1,505
Total Liabilities $15,485 $11,784 $5,585 $1,405
Stockholders Equity
(Deficit) ($15,444) ($11,725) $2,051 $100
FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
JULY 31, 2010 JULY 31, 2009 JULY 31, 2008 JULY 31, 2007
INCOME STATEMENT
Revenues $- $- $ - $ -
Total Expenses $3,719 $13,776 $28,049 $1,900
Net Loss ($3,719) ($13,776) ($28,049) ($1,900)
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
The following discussion and analysis provides
information which management of Emo Capital Corp.
(the "Company") believes to be relevant to an
assessment and understanding of the Company's results
of operations and financial condition. This
discussion should be read together with the Company's
financial statements and the notes to financial
statements, which are included in this report.
OVERVIEW
Emo Capital Corp. was incorporated in the state of
Nevada on August 23, 2006. Emo intends to create and
develop a new social networking website which will be
an online utility that connects youths in the age
groups between 12-18 who study, and work together.
The website will be targeted to the Chinese speaking
market and will initially be advertised to users in
China, Taiwan, and Hong Kong. We expect that we will
have a working, beta stage software by the end of
June 2011. We currently have not advanced beyond the
business plan state from our inception until the date
of this filing. We plan to raise initial seed
financing through the sale of our common shareS.The initial seed
financing will be put towards designing and writing
software, and paying for costs related to registering
the Company's common stock for public sale. We
anticipate that in order for us to begin
commercialization of the website, we will need to
raise additional capital. We currently do not have
any specific plans to raise these funds.
RESULTS OF OPERATIONS
REVENUES
There were no revenues generated for the fiscal
period ended July 31, 2010 and no revenues have been
earned by the Company since it's inception.
GENERAL & ADMINISTRATIVE EXPENSES
General and administrative expenses totaled $3,719
for the fiscal year ended July 31, 2010. This is
compared to general and administrative expenses
totaling $13,776 for the fiscal year ended July 31,
2009. This decrease in general and administrative
expenses is largely attributed to a decrease in fees
paid for professional services related to maintaining
the Company for publicly reporting status.
We experienced a net loss of $3,719 for the fiscal
year ended July 31, 2010 compared to a net loss of
$13,776 for the fiscal year ended July 31, 2009.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2010, the Company had cash of $41.
Management does not expect that the current level of
cash on hand will be sufficient to fund our operation
for the next twelve month period. In the event that
additional funds are required to maintain operations,
our officers and directors have agreed to advance us
sufficient capital to allow us to continue
operations. We may also be able to obtain loans from
our shareholders, but there are no agreements or
understandings in place currently.
We believe that we will require additional funding to
expand our business and ensure its future
profitability. We anticipate that any additional
funding will be in the form of equity financing from
the sale of our common stock. However, we do not have
any agreements in place for any future equity
financing. In the event we are not successful in
selling our common stock, we may also seek to obtain
short-term loans from our director.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Please see Item 1A above, "Risk Factors," for a
discussion of these and other risks and uncertainties
we face in our business.
ITEM 8: FINANCIAL STATEMENTS
The financial statements required to be filed
pursuant to this Item 8 begin on page F-1 of this
report.
ITEM 9: CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Financial Statements of the Company have been
audited by Kenne Ruan, CPA, P.C. for the fiscal year
ended July 31, 2010 and July 31, 2009. There have
been no changes in or disagreements with either Kenne
Ruan, CPA, P.C. on accounting and financial
disclosure matters at any time.
ITEM 9A: CONTROLS AND PROCEDURES
Juanming Fang, our Chief Executive Officer and Chief
Financial Officer, has conducted an evaluation of the
effectiveness of disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e)
as of the end of the period covered by this Form 10-k.
Our disclosure controls and procedures are designed to
provide reasonable assurance that the information required
to be disclosed by us in reports that we file or submit
under the Exchange Act is accumulated and communicated to
our management, including our principal executive officer
and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure and is recorded,
processed, summarized and reported within the time periods
specified in the rules and forms of the SEC. Based upon that
evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and
procedures were effective as of July 31, 2010 at the
reasonable assurance level.
CHANGE IN INTERNAL CONTROL
There were no significant changes in the Company's
internal controls or in other factors that could
significantly affect these controls subsequent to the
evaluation date.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our
internal control over financial reporting is a process designed
by management, under the supervision of our principal executive
officer and principal financial officer, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with accounting principles generally accepted in
the U.S., and includes those policies and procedures that:
(i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and
dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the
U.S., and that our receipts and expenditures are being made only
in accordance with authorizations of management and our directors;
and
(iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our Consolidated
Financial Statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate. Accordingly,
even effective internal control over financial reporting can only
provide reasonable assurance of achieving their control objectives.
ITEM 9B: OTHER INFORMATION
None
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT
OFFICERS AND DIRECTORS
Each of our directors serves until his or her
successor is elected and qualified. Each of our
officers is elected by the board of directors to a
term of one (1) year and serves until his or her
successor is duly elected and qualified, or until he
or she is removed from office. The board of directors
has no nominating, auditing or compensation committees.
The name, age, and position of our present officers
and directors are set forth below:
NAME AGE POSITION HELD
Juanming Fang 29 President, Principal
Executive Officer,
Principal Financial
Officer, Principal Accounting
Officer, Treasurer,
Secretary, and Director
Each director serves until our next annual meeting of
the stockholders or unless they resign earlier. The
Board of Directors elects officers and their terms of
office are at the discretion of the Board of Directors.
BACKGROUND OF OFFICERS AND DIRECTORS
Juanming Fang has been our president, principal
executive officer, principal financial officer,
principal accounting officer, treasurer and a
director since our inception on August 23, 2006. In
2001, Mr. Fang graduated from Shanghai University in
Shanghai, China with a bachelor's degree in software
engineering. From 2001 to the present date, Mr. Fang
has been self employed as a freelance web design
contractor in Shanghai.
AUDIT COMMITTEE FINANCIAL EXPERT
We do not have an audit committee financial expert.
We do not have an audit committee financial expert
because we believe the cost related to retaining a
financial expert at this time is prohibitive.
Further, because we are only beginning our commercial
operations, at the present time, we believe the
services of a financial expert are not warranted.
CONFLICTS OF INTEREST
The only conflict that we foresee is that our
officers and directors devote time to projects that
do not involve us.
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of
1934 requires that the Company's directors, executive
officers, and persons who own more than 10% of
registered class of the Company's equity securities,
or file with the Securities and Exchange Commission
(SEC), initial reports of ownership and report of
changes in ownership of common stock and other equity
securities of the Company. Officers, directors, and
greater than 10% beneficial owners are required by
SEC regulation to furnish the Company with copies of
all Section 16(a) reports they file. As of the fiscal
year ending July 31, 2010, Form 3 reports were not
timely filed by Juanming Fang, the Company's President.
CODE OF ETHICS
The Company has adopted code of ethics for all of the
employees, directors and officers which is attached
to this Annual Report as Exhibit 14.1.
ITEM 11: EXECUTIVE COMPENSATION
The following table sets forth information with
respect to compensation paid by us to our officers
and directors during the four most recent fiscal
years. This information includes the dollar value of
base salaries, bonus awards and number of stock
options granted, and certain other compensation, if any.
Name and Year Salary $ Bonus $ Other Restricted Securities LTIP All Other
Principal Annual Stock Underlying Payouts
Compensation $
Position CompensationAwards $ Options/SARSs (#) ($)
($)
Juanming Fang 2010 0 0 0 0 0 0 0
President,
Treasurer,
Secretary,
and Director
Juanming Fang
President, 2009 0 0 0 0 0 0 0
Treasurer,
Secretary,
and Director
Juanming Fang 2008 0 0 0 0 0 0 0
President,
Treasurer,
Secretary,
and Director
Juanming Fang 2007 0 0 0 0 0 0 0
President,
Treasurer,
Secretary,
and Director
Juanming Fang 2006 0 0 0 0 0 0 0
President,
Treasurer,
Secretary,
and Director
[1] All compensation received by the officers and
directors has been disclosed.
OPTION/SAR GRANTS
There are no stock option, retirement, pension, or
profit sharing plans for the benefit of our officers
and directors.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans.
COMPENSATION OF DIRECTORS
We do not have any plans to pay our directors any
money.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the
corporation, we may indemnify an officer or director
who is made a party to any proceeding, including a
law suit, because of his position, if he acted in
good faith and in a manner he reasonably believed to
be in our best interest. We may advance expenses
incurred in defending a proceeding. To the extent
that the officer or director is successful on the
merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With
respect to a derivative action, indemnity may be made
only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or
director is judged liable, only by a court order. The
indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising
under the Securities Act of 1933, which may be
permitted to directors or officers under Nevada law,
we are informed that, in the opinion of the
Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and
is, therefore, unenforceable.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the date of
this prospectus, the total number of shares owned
beneficially by each of our directors, officers and
key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding
shares. The table also reflects what their ownership
will be assuming completion of the sale of all shares.
The stockholders listed below have
direct ownership of his/her shares and possess sole
voting and dispositive power with respect to the
shares. The address for each person is our address at
115 He Xiang Road, Bai He Village, Qing Pu, Shanghai,
China, 200000.
Name of Beneficial Direct Amount of Position Percent of
Class
Owner Beneficial Owner
Juanmin Fang 2,000,000 CEO, CFO, 40%
Secretary, Director
All officers and 40%
directors as a group
(1 person)
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY
COMPENSATION PLANS.
We have no equity compensation plans.
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We issued 2,000,000 shares of common stock to
Juanming Fang, our president and a member of the
board of directors in August 2006, in consideration
of $2,000. Also, the Company's sole officer has
loaned the company $12,882,
without interest and fixed term of repayment.
There is no agreement evidence of the loan.
Additionally, the loan is unsecured and there are no
terms of repayment at this time.
ITEM 13: EXHIBITS
Exhibit No. Description
3.1* Articles of Incorporation of the Company
(incorporated by reference to the Form SB-2 filed
with the Securities and Exchange Commission on
September 5, 2007)
3.2* Bylaws of the Company (incorporated by reference
to the Form SB-2 filed with the Securities and
Exchange Commission on September 5, 2007)
10.1* Website Design Contract (incorporated by
reference to the Form SB-2 filed with the Securities
and Exchange Commission on September 5, 2007)
14 Code of Ethics
31 Certification of the Chief Executive Officer and
Chief Financial Officer pursuant to Rule 13a-14 of
the Securities and Exchange Act of 1934 as amended,
as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
1) Audit Fees
The aggregate fees billed for the last three fiscal
years for professional services rendered by the
principal accountant for the audit of the Company's
annual financial statements and review of financial
statements included in the Company's Form 10-QSBs or
services that are normally provided by the accountant
in connection with statutory and regulatory
engagements for those fiscal years was:
2010 -$2,800 Kenne Ruan, CPA, P.C.
2009 -$4,300 Kenne Ruan, CPA, P.C.
2008 -$3,800 Kenne Ruan, CPA, P.C.
2) Audit - Related Fees
The aggregate fees billed in each of the last three
fiscal years for assurance and related services by
the principal accountants that are reasonably related
to the performance of the audit or review of the
Company's financial statements and are not reported
in the preceding paragraph:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
2008 - $0 Kenne Ruan, CPA, P.C.
3) Tax Fees
The aggregate fees billed in each of the last three
fiscal years for professional services rendered by
the principal accountant for tax compliance, tax
advice, and tax planning was:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
2008 - $0 Kenne Ruan, CPA, P.C.
4) All Other Fees
The aggregate fees billed in each of the last three
fiscal years for the products and services provided
by the principal accountant, other than the services
reported in paragraphs (1), (2), and (3) was:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
2008 - $0 Kenne Ruan, CPA, P.C.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly
authorized on this 22nd day of February, 2011
EMO CAPITAL CORP.
(Registrant)
By: /s/ Juanming Fang
Juanming Fang
President, Chief Executive Officer, Principal Financial Officer,
and Principal Accounting Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
/s/ Juanming Fang President, CEO, Secretary, Treasurer and February 22, 2011
Director
Juanming Fang
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Balance Sheets for the fiscal year ended July 31,
2010 and period ended July 31, 2009 F-2
Statements of Operations for the fiscal year ended
July 31, 2010 and period ended July 31, 2009 F-3
Statements of Cash Flows for the fiscal year ended
July 31, 2010 and period ended July 31, 2009 F-4
Statements of Shareholder's Equity (Deficit) F-5
Notes to Financial Statements F-6
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Emo Capital Corp.
(A Development Stage Company)
We have audited the accompanying balance sheets of Emo
Capital Corp.(A development stage company) as of July 31,
2010 and 2009, and the related statements of operations,
stockholders' equity and cash flows for each of the years
then ended and for the period August 23, 2006 (date of
inception) to July 31, 2010. These financial statements
are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the standards
of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.
The company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the
effectiveness of the company's internal control over
financial reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Emo Capital Corp. as of July 31, 2010 and 2009,
and the results of its operations and its cash flows for
each of the years then ended and for the period August 23,
2006 (date of inception) to July 31, 2010 in conformity
with accounting principles generally accepted in the United
States of America.
The financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Companys losses
from operations raise substantial doubt about its ability to
continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
/s/Kenne Ruan, CPA, P.C.
Woodbridge, Connecticut
February 15, 2011
EMO CAPITALS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF JULY 31, 2010 AND 2009
July 31, 2010 July 31, 2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 41 $ 60
TOTAL CURRENT ASSETS 41 60
TOTAL ASSETS $ 41 $ 60
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 2,602 $ 502
Shareholder loan 12,882 11,282
TOTAL CURRENT LIABILITIES 15,485 11,785
NOTE 4 - COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock
Authorized: 75,000,000 common shares at $0.001 par value
Issued and Outstanding:
5,000,000 common shares as of July 31, 2009 5,000 5,000
(5,000,000 common shares as of July 31, 2008)
Additional paid in capital 27,000 27,000
Deficit accumulated during the development stage (47,444) (43,725)
TOTAL STOCKHOLDERS' EQUITY (15,444) (11,725)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 41 $ 60
======== ========
The accompanying notes are an integral part of the
consolidated financial statements.
F-2
EMO CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
Three Months Year Ended
Ended
July 31, 2010 July 31, 2009 July 31, 2010 July 31, August 23,
2009 2006
(Inception)
to July 31,
2010
General and Administration
Expenses
Professional Fees - $600 $3,700 $13,317 $46,289
Management Fees - - - - $350
Filing Fees - - - $348 $398
Bank Charges and Interest - - $19 $111 $407
Net (loss) for the period - $(600) $(3,719) $(13,776) $(47,444)
Net (loss) per share
Basic and diluted - - - - -
Weighted Average Number of 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000
Common Shares Outstanding
The accompanying notes are an integral part of the
consolidated financial statements.
F-3
EMO CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
Year Ended
July 31, 2010 July 31, 2009 April 23, 2006
(Inception) to July
31, 2010
Operating Activities
Net (loss) for the period $(3,719) $(13,775) $(47,444)
Changes in:
Prepaid expenses - - -
Accounts payable and accrued
liabilities $2,100 - $2,602
Net cash provided by (used in)
operating activities $(1,619) $(13,775) $(44,841)
Financing Activities
Shareholder loan $1,600 $6,199 $12,882
Share Capital Subscribed - - $32,000
Net cash provided by
financing activities $1,600 $6,199 $44,882
Net increase (decrease) change
in cash $(19) $(7,576) $41
Cash, Beginning of Period $60 $7,636 -
Cash, End of Period $41 $60 $41
Supplementary Information:
Interest Paid - - -
Taxes Paid - - -
The accompanying notes are an integral part of the
consolidated financial statements.
F-4
EMO CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
FROM AUGUST 23, 2006 (INCEPTION), TO JULY 31, 2010
Common Stock
Shares Amount Additional Deficit Total
Paid-in Accumulated Stockholders'
Capital During the Equity
Development (Deficit)
Stage
Common Stock issued for cash
-at $0.001 per share, July
15, 2007 2,000,000 2,000 - - 2,000
Net Loss for the period - - - (1,900) (1,900)
from August 23, 2006 to
July 31, 2007
Balance, as at July 31, 2,000,000 $2,000 - $(1,900) $100
2007
Common Stock issused for 3,000,000 3,000 27,000 - 30,000
cash at -$0.001 per share,
May 2008
Comprehensive income (loss) - - - (28,049) (28,049)
- Net loss for the period
ended July 31, 2008
Balance, as at July 31, 5,000,000 $5,000 $27,00 $(29,949) $2,051
2008
Comprehensive income (loss) - - - (13,776) (13,776)
- Net Loss for the period
ended July 31, 2009
Balance, as at July 31, 2009 5,000,000 5,000 27,000 (43,725) (11,725)
Comprehensive income (loss) - - - (3,719) (3,719)
- Net Loss for the period
ended July 31, 2010
Balance, as at July 31, 2010 5,000,000 5,000 27,000 (47,444) (15,444)
The accompanying notes are an integral part of the
consolidated financial statements. There have been no changes to
the internal control over the financial reporting that occurred during
our last fiscal quarter that have materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
F-5
Emo Capital Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Year Ended July 31, 2010
Note 1. - NATURE AND CONTINUANCE OF OPERATIONS
The Company is a development stage company, which was
incorporated in the State of Nevada, United States of
America on August 23, 2006. The Company intends to
commence operations a e-commerce website which acts as
medium with which to facilitate communication between
Internet users.
These financial statements have been prepared on a going
concern basis. The Company has accumulated a deficit of
$47,444 since inception and has not yet to achieve
profitable operations and further losses are anticipated
in the development of its business, raising substantial
doubt about the Company's ability to continue as a going
concern. Its ability to continue as a going concern is
dependent upon the ability of the Company to generate
profitable operations in the future and or to obtain the
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when
they come due. Management plans to continue to provide for
its working capital needs by seeking loans from its
shareholder. These financial statements do not include any
adjustments to the recoverability and classification of
assets, or the amount and classification of liabilities
that may be necessary should the Company be unable to
continue as a going concern.
The company's year-end is July 31.
Note 2. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared
in accordance with accounting principles generally
accepted in the United States of America. Because a
precise determination of many assets and liabilities is
dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of
estimates, which have been made using careful judgment.
Actual results may vary from these estimates.
The financial statements have, in management's opinion,
been properly prepared within the framework of the
significant accounting policies summarized below:
Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid
instruments with a maturity of three months or less when
purchased. As at July 31, 2010, there were no cash
equivalents.
Development Stage Company
The Company complies with the FASB Accounting Standards
Codification (ASC) Topic 915 Development Stage Entities
and the Securities and Exchange Commission Exchange Act 7
for its characterization of the Company as development
stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in
accordance with ASC Topic 360, "Accounting for the
Impairment or Disposal of Long- lived Assets". Under ASC
Topic 360, long-lived assets are tested for recoverability
whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable. An
impairment charge is recognized or the amount, if any,
which the carrying value of the asset exceeds the fair
value.
Foreign Currency Translation
The Company is located and operating outside of the United
States of America. It maintains its accounting records in
U.S. Dollars, as follows:
At the transaction date, each asset, liability, revenue,
and expense is translated into U.S. dollars by the use of
exchange rates in effect at that date. At the period end,
monetary assets and liabilities are remeasured by using
the exchange rate in effect at that date. The resulting
foreign exchange gains and losses are included in operations.
The Company's currency exposure is insignificant and
immaterial and we do not use derivative instruments to
reduce its potential exposure to foreign currency risk.
Financial Instruments
The carrying value of the Company's financial instruments
consisting of cash equivalents and accounts payable and
accrued liabilities approximates their fair value because
of the short maturity of these instruments. Unless
otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency
or credit risks arising from these financial instruments.
Income Taxes
The Company uses the assets and liability method of
accounting for income taxes in accordance with FASB Topic
740 " Income Taxes". Under this method, deferred tax
assts and liabilities are recognized for the future tax
consequences attributable to temporary differences between
the financial statements carrying amounts of existing
assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are
expected to be recovered or settled.
Basic and Diluted Net Loss Per Share
In accordance with FASB Topic 260 , "Earnings Per Share',
the basic net loss per common share is computed by
dividing net loss available to common stockholders by the
weighted average number of common shares outstanding.
Diluted net loss per common share is computed similar to
basic net loss per common share except that the
denominator is increased to include the number of
additional common shares that would have been outstanding
if the potential common shares had been issued and if the
additional common shares were dilutive. As at July 31,
2010, diluted net loss per share is equivalent to basic
net loss per share.
Stock Based Compensation
The Company accounts for stock options and similar equity
instruments issued in accordance with ASC Topic 718
Compensation-Stock Compensation. Accordingly,
compensation costs attributable to stock options or
similar equity instruments granted are measured at the
fair value at the grant date, and expensed over the
expected vesting period. Transactions in which goods or
services are received in exchange for the issuance of
equity instruments are accounted for based on the fair
value of the consideration received or the fair value of
the equity instruments issued, whichever is more reliably
measurable. ASC Topic 718- Compensation requires excess
tax benefits be reported as a financing cash inflow rather
than as a reduction of taxes paid.
The Company did not grant any stock options during the
period ended July 31, 2010.
Comprehensive Income
The Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS 130), Reporting Comprehensive
Income, which establishes standards for reporting and
display of comprehensive income, its components and
accumulated balances. The Company is disclosing this
information on its Statement of Stockholders' Equity.
Comprehensive income comprises equity except those
resulting from investments by owners and distributions to
owners.
The Company has no elements of "other comprehensive
income" during the period ended July 31, 2010.
Advertising Expenses
The company expenses advertising costs as incurred. There
was no advertising expense incurred by the company during
the period ended July 31, 2010.
New Accounting Standards
Management does not believe that any recently issued, but
not yet effective accounting standards if currently
adopted could have a material effect on the accompanying
financial statements.
Note 3. - CAPITAL STOCK
On July 15, 2007, the Company issued 2,000,000 common
shares at $0.001 per share to the sole director of the
Company for total proceeds of $2,000.
In May 2008, the Company issued 3,000,000 common shares at
$0.01 per share to subscribers for total proceeds of $30,000.
Note 4. - RELATED PARTY TRANSACTIONS
The Company's sole officer has loaned the company $12,882,
without interest and fixed term of repayment.
EX-31
2
ex31a.txt
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Juanming Fang, certify that:
1. I have reviewed this annual report on Form 10-K/A of Emo
Capital Corp.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based
on such evaluation; and
d. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the Audit
Committee of the registrant's Board of Directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting, which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 22, 2011
By: /s/ Juanming Fang
Juanming Fang
Chief Executive Officer
Principal Financial Officer
EX-32
3
emoex32a.txt
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Juanming Fang, the Chief Executive Officer of Emo
Capital Corp. (the "Company") hereby certifies, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to his or her knowledge, the
Annual Report on Form 10-K/A for the year ended July 31st, 2010, fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, and that the
information contained in the Annual Report on Form 10-K, as amended,
fairly presents in all material respects the financial condition and
results of operations of the Company.
Date: February 22, 2011
/s/ _Juanming Fang__
Juanming Fang
Chief Executive Officer
Principal Financial Officer
CORRESP
4
filename4.txt
EMO Capital Corp.
115 He Xiang Road
Bai He Village, Qing Pu
Shanghai, China 200000
Tel. 949.419.6588
February 22, 2011
United States
Securities and Exchange Commission
Washington, D.C. 20549
Attn : Patrick Gilmore
Accounting Branch Chief
Re: Emo Capital Corp
Form 10-K for the Fiscal Year Ended July 31, 2010
Filed November 15, 2010
Form 10-Q for the Fiscal Quarter Ended October 31, 2010
Filed December 17, 2010
File No. 333-145884
This cover letter is a response to the comment letter sent
by the United States Securities and Exchange Commission on
February 4, 2011. Below are comments regarding the issues
raised in the comment letter:
Description of Business
1. The phrase this offering has been removed from
the document.
Principal Products or Services and Their Markets
2. I have included a disclosure to indicate that our
product features are based on expectations and are not
guaranteed.
Report of Independent Registered Public Accounting Firm
Controls and Procedures
3. The auditor has now issued an opinion on the
cumulative data.
4. Management`s annual report on internal control over
financial reporting has been added under this section.
5. I agree with the concerns raised. Please see comment 4.
6. I have removed the previous section that varied from
Item 307 and have replaced the section with the appropriate
language.
Change in Internal Control
7. I have added a disclosure following the annual report
that indicates that there were no changes to our internal control
over financial reporting.
Certain Relationships and Related Transactions
8. I included in this section that the company has an
outstanding loan from the officer.
Signatures
9. I have identified the person signing as Principal
Financial Officer, and Principal Accounting Officer.
Exhibit 31
10. The signature block now indicates that Mr. Fang is
also the principal financial offer.
Exhibit 32
11. The signature block now indicates that Mr. Fang is also
the principal financial offer.
Form 10-Q
General
12. This was a typographic error and the it now reads Our
auditors have issued a going concern opinion as at October 30,
2010. Please refer to the 10-K filed November 15, 2010 to view
the report issued by our auditor.
Item 4. Controls and Procedures
13. I have included a conclusion regarding the effectiveness of
the disclosure and controls and procedures for the period covered in
the form.
14. I have provided additional information necessary to support the
previous disclosure.
Exhibit 31
15. This was a typographic error; small business owner has now
been changed to registrant throughout.
Sincerely,
/s/Juanming Fang
Chief Executive Officer